General Meeting
.
Announcement
Zenith Pure Oil and Gas Public Limited Company
(seat: Budapest H-1117, Dombóvári út 28.,
court of registration: Company Registry Court of Budapest-Capital Regional Court (Budapest),
Registration no.: 01-10-041683, hereinafter: ‘Company’)
Extraordinary General Meeting
at 10.00 a.m. on November 27, 2025 (Thursday)
in the Zenith Pure Oil Campus
(H-1117 Budapest, XI. district, Dombóvári út 28.)
Way of organizing the general meeting: participation in person
The Board of Directors hereby convenes the general meeting with the following agenda:
- Decision on the demerger of Zenith Pure Oil Plc. by way of spin-off; presentation of the relevant opinions of the Supervisory Board and the auditor; adoption of related decisions, namely
- Decision on the spin-off and determination of the effective date of the legal effects of the spin-off
- Decision on the approval of the spin-off documentation
- approval of the draft of the demerger plan and the demerger agreement;
- decision on the determination of the cut-off date for the draft spin-off balance sheets;
- approval of the (closing) draft spin-off balance sheet of the demerging Zenith Pure Oil Plc. and the draft spin-off inventory supporting it, the (opening) draft spin-off balance sheets and draft spin-off inventories of the successor companies, i.e. the continuing Zenith Pure Oil Plc. and the companies to be established by the spin-off;
- approval of the written report prepared by the Board of Directors of Zenith Pure Oil Plc. as the demerging company;
- other decisions and approvals related to the spin-off documentation.
- Decision on the approval of the articles of association of the subsidiaries to be established by the spin-off and on the amendment of the articles of association of Zenith Pure Oil Plc. as the continuing (remaining) company with effect from the date of the spin-off
- Authorization to sign the documents necessary for the demerger and to carry out the procedures related to the implementation of the demerger.
- The Board of Directors’ presentation regarding the acquisition of treasury shares following the ordinary annual general meeting of 2025 in accordance with Section 3:223 (4) of the Civil Code.
- Election of member(s) of the Supervisory Board.
- Advisory vote on the amended remuneration policy of the Company prepared under the provisions of Act LXVII of 2019 on Encouraging Long-Term Shareholder Engagement and amendments of further regulations for harmonization purposes.
In case the general meeting does not have a quorum at the announced date and time, the Board of Directors hereby convenes the repeated general meeting with the same agenda for the same day as the general meeting (27 November, 2025) at 11.00 a.m. at Zenith Pure Oil Campus (H-1117 Budapest, Dombóvári út 28.). In accordance with Section 3:275 (1) of the Act V of 2013 on the Civil Code (‘Civil Code’), such reconvened general meeting shall have a quorum with respect to issues originally put on the agenda, irrespective of the number of the shareholders present or represented.
The proposals and the draft resolutions related to the agenda items shall be published on the Company’s website (https://zenithpureoil.com/investor-relations/general-meeting) at least 30 days before the starting date of the general meeting. Following the publication these documents are also available at the Company’s seat (Zenith Pure Oil Campus, H-1117 Budapest, Dombóvári út 28.) at the time as agreed previously via e-mail investorrelations@zenithpureoil.com.
The right to request additional items for the agenda of the general meeting may be exercised by such shareholders controlling at least one percent of the votes within eight days following the publication of the announcement on convening the general meeting. In accordance with the provisions of the Civil Code, where a group of shareholders together controlling at least one per cent of the votes propose certain additions to the agenda in accordance with the provisions on setting the items of the agenda, or table draft resolutions for items included or to be included on the agenda, the matter proposed shall be construed to have been placed on the agenda if such proposal is delivered to the Board of Directors within eight days following the time of publication of present announcement for the convocation of the general meeting, and the Board of Directors publishes an announcement on the amended agenda, and on the draft resolutions tabled by shareholders upon receipt of the proposal.
Conditions for participation and exercising voting rights in the general meeting:
In order to be registered in the Share Register in the course of the shareholders’ identification, shareholders must comply with the Articles of Association of the Company (‘Articles of Association’) and the relevant laws, particularly, each shareholder shall declare whether he holds at least 2% of the Company’s shares in accordance with Article 8.6 of the Articles of Association. According to Article 8.4 of the Articles of Association the Board of Directors shall refuse the registration of any shareholder into the share register if such shareholder fails to comply with the requirements specified by the Articles of Association.
The record date of the shareholders’ identification shall be 18 November 2025. Based on the data resulting from the shareholder’s identification the name of shareholders and shareholders’ proxies (nominees) intending to participate in the general meeting shall be registered by the manager of the Share Register (KELER Ltd.) on 25 November 2025, and upon instruction of the Board of Directors, KELER Ltd. shall close the Share Register on 25 November 2025, and no application for registration shall be accepted until the day following the closing of the general meeting. In line with the relevant provisions of law, only those persons may exercise shareholder’s rights in the general meeting (participation in the general meeting, requesting information within the limits specified in the relevant laws, making remarks and proposals and voting) whose name is registered in the Share Register at 6.00 p.m. two working days before the starting day of the general meeting.
The securities account managers shall be responsible for registering the shareholders in the Share Register upon instruction of such shareholders. The securities account managers shall provide information to the shareholders on the deadlines for giving instructions to the securities account managers.
The Company shall not be liable for the performance of or the failure to perform the instructions given to the securities account manager. Shareholders may inspect and obtain information in respect of their registration in person (1074 Budapest, Rákóczi út 70-72., R-70 Office Building) - at the time as agreed previously via e-mail kelertesem@keler.hu - after identification. Closing the Share Register does not restrict the right of the persons registered in the Share Register to transfer their shares following the closing date. Transferring shares prior to the general meeting does not deprive the persons registered in the Share Register of their rights to participate in the general meeting and exercise their rights they are entitled to as shareholders.
The general meeting shall have a quorum if the holders of shares representing more than one-third of the voting rights are present. When determining the quorum, restrictions specified under Articles 10.1 and 10.2 of the Articles of Association shall be applied so that votes exceeding the 10% limit to which each shareholder is entitled shall be disregarded. Holders of registered ordinary shares shall be entitled to one (1) vote attaching to each „A” series share (ISIN: HU0000153937) with a par value of HUF 125 (i.e. one hundred and twenty-five Hungarian forints) each subject to the restrictions specified in the Articles of Association. The “B” series preference share (ISIN: HU0000068960) with a par value of HUF 1000 (i.e. one thousand Hungarian forints) entitles its holder to eight (8) vote in addition to the voting preference rights defined in the Articles of Associations.
Shareholders shall be entitled to participate in the general meeting either in person or through a proxy issued or by nominee (hereinafter collectively referred to as ‘nominee’) in accordance with the provisions of the Civil Code and Act CXX of 2001 on the Capital Market.
Shareholders may give a power of attorney in an official form (‘Proxy Card’) as defined in Article 13.6 of the Articles of Association. The form of the Proxy Card, comprising the proposed resolutions relating to the items on the agenda, may be downloaded from the website of the Company (https://zenithpureoil.com/investor-relations/general-meeting#nav-authorisation-samples) from the day following the day of the official publication of the proposed resolutions.
The power of attorney for the nominee (including the power of attorney issued in the form of Proxy Card) shall be prepared in the form of a public document or a private document with full probative force taking into account any international agreement or reciprocity between Hungary (the Hungarian State) and the country where the document was issued. If the power of attorney is prepared in any language other than Hungarian a certified Hungarian translation thereof shall be attached. In case of shareholders other than natural persons, powers of representations of the persons signing the power of attorney or representing the shareholder in the general meeting shall be certified by appropriate original documents issued by a public authority or office (e.g. certificate of incorporation) or by a public notary. If the certification of the power of representation is in any language other than Hungarian a certified Hungarian translation thereof shall be attached.
The power of attorney (with the exception of the power of attorney issued in the form of Proxy Card) shall be deposited in accordance with Article 14.3 of the Articles of Association, at the latest during registration prior to the commencement of the general meeting. The power of attorney provided in the form of Proxy Card shall arrive to the address of the Company (1117 Budapest, Dombóvári út 28.) by 26 November 2025 at the latest.
In case of holders of depository receipts (‘DRs’) issued under a foreign law, The Bank of New York Mellon, as the issuer of such DRs, shall be entitled to exercise rights of representation according to the Deposit Agreement concluded between it and the Company. Holders of DRs will be entitled to exercise their voting rights by a Letter of Proxy issued in favor of The Bank of New York Mellon as depositary, in accordance with the Articles of Association of Zenith Pure Oil, the Deposit Agreement and applicable laws and based on the draft resolutions sent by the Board of Directors of Zenith Pure Oil to the DR holders via The Bank of New York Mellon. We request DR holders to obtain information on the detailed rules of procedure at the customer service of The Bank of New York Mellon (240 Greenwich Street, New York, NY 10286, Tel: +1 212 815 5021, Fax: +1 732 667 9098, email: mira.daskal@bny.com).
Investor Relations Department of Zenith Pure Oil Plc. will be pleased to be at your disposal for further information, as well (phone: +361 464 1395, email: investorrelations@zenithpureoil.com).
The registration i.e. the certification of the right to participate as shareholder (nominee) will take place at the venue of the general meeting between 8.00 a.m. and 9.30 a.m.
We kindly request our shareholders to apply for registration on time. Following the closing of the registration, shareholders and nominees not listed in the attendance list, but registered in the share register, are entitled to participate in the general meeting, however, such shareholders may not exercise their voting rights. Shareholders whose voting right is suspended according to Article 8.6. of the Articles of Association are also entitled to participate in the general meeting, however, such shareholders may not exercise their voting rights.
Pursuant to the Articles of Association no shareholder or shareholder group (as defined under Article 10.1.2. of the Articles of Association) may exercise more than 10% of the voting rights in the general meeting with the exception of the organization(s) acting at the Company's request as depositary or custodian for the Company's shares or securities representing the Company's shares. Exemption from this restriction on voting rights shall be applicable to any depositary bank or custodian only if it can verify that the final beneficiary(s) entitled to exercise the shareholders rights associated with the shares and securities in deposit is (are) not subject to the restrictions specified in the Articles of Association.
Information regarding the procedure of the general meeting:
Shareholders, proxies of the shareholders and other authorized persons may participate in the general meeting. Audio and video recordings shall be made on the whole general meeting and we maintain the right to broadcast the general meeting via the internet. The Company deems that the participants, by their presence, give their consent to such recordings. Shareholders and proxies of shareholders who does not give their above mentioned consent, may stay at the designated place of the general meeting. Shareholders, proxies of the shareholders and other authorized persons are entitled to comment on the agenda only after the chairman of the general meeting (‘Chairman’) has given the floor to that person. Comments can be made validly only with the use of microphone, only comments made such way shall be recorded in the minutes. Shareholders and proxies of shareholders wishing to comment are requested to announce their name, the name of the shareholder represented by them, and the number of the voting machine before each comment. The Chairman may, in justified cases, limit the time period of the comments relating to the agenda items up to 3 minutes. With regard to the comments, only questions in connection with the agenda item may be asked. Questions, lawfully referred by shareholders towards the Board of Directors, the Supervisory Board and to the auditor will be answered in the general meeting - within the legal framework - by the Chairman or by the appointed person or regarding the complexity of the question within reasonable time, in writing, published on the website of the Company.
The language of the general meeting shall be Hungarian, therefore the resolution proposals shall be made in Hungarian as well. The Board of Directors shall provide non-official English-Hungarian and Hungarian-English interpretation. With regard to the procedure of the general meeting the provisions of the Articles of Association of the Company and the Act V of 2013 on the Civil Code shall be applied.
Present Announcement is published in Hungarian and English languages and the Hungarian version shall prevail.
Board of Directors of
Zenith Pure Oil and Gas Public Limited Company